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To  the  Security  Holders  of  the  Union  Pacific  Main  Lines 
Proper^  inclusive  of  the  Kansas  Pacific  Line  : 

The  system  of  the  Union  Pacific  Eailway  Co.  having  become 
dismembered,  and  the  holders  of  the  securities  of  the  branch  lines 
having  already  taken  steps  for  their  own  protection,  it  has  become 
evident  that  the  holders  of  the  various  kinds  of  bonds  secured  upon 
the  main  stem  of  the  Union  Pacific  Railway  Co.,  including  the 
Kansas  Pacific  line,  must  combine  in  order  to  protect  themselves. 

The  main  difficulty  in  effecting  a  prompt  reorganization  of  the 
Union  Pacific  Railway  Co.  proper,  is  in  the  impracticability  thus 
far  experienced  of  reaching  a  settlement  with  the  United  States 
Government,  which  holds  a  second  lien  upon  the  Union  Division 
from  Omaha  to  a  point  5  miles  west  of  Ogden,  1,038  miles,  and 
on  the  Kansas  Division  from  Kansas  City  (exclusive  of  the 
Kansas  City,  Missouri,  terminals)  west  to  the  394:th  Mile  Post  in 
Kansas  ;  but  which  has  no  lien  upon  that  part  of  the  Kansas  Pacific 
line  between  the  394:th  Mile  Post  and  Denver,  245  miles,  nor  on  the 
Leavenworth  Branch,  Leavenworth'to  Lawrence  Junction,  32  miles, 
nor  on  the  Cheyenne  Division,  Denver  to  Cheyenne,  104  miles. 
Congress  having  thus  far  been  unwilling  to  pass  any  legislation 
authorizing  a  settlement,  it  becomes  imperatively  necessary  on  the 
part  of  the  holders  of  the  First  Mortgage  Bonds,  of  which  part  have 
already  matured,  and  all  of  which  will  mature  within  the  next  few 
years,  to  combine  for  an  enforcement  of  their  prior  lien.  Eminent 
counsel  have  advised  that  the  lien  of  the  First  Mortgage  Bonds 
may  be  effectively  foreclosed  ;  and  while  it  is  very  desirable  to  make 
a  settlement  with  the  United  States  Government,  and  to  continue 
efforts  in  this  direction,  further  delay  on  the  part  of  the  First 
Mortgage   Bondholders  in    protecting  themselves  by  securing  their 


M115232 


;lpgp.l  ti^atA  wooilii  be  likely  to  become  dangerous  and  to  result  in 

loss. ' 

;.'  Vixhfe  uader3igned  have  been  asked  by  large  interests  to  formulate 
and  proceed  with  a  reorganization,  which  shall  at  once  secure  to  the 
holders  of  the  First  Mortgage  and  other  bonds  requiring  considera- 
tion in  reorganization  a  full  return  in  new  securities  of  the  successor 
Company  with  fixed  charges  based  upon  the  lowest  results  from  the 
operation  of  the  main  line,  and  the  Kansas  Pacific  and  Denver  Pa- 
cific lines  which  have  been  obtained  during  the  times  of  the  great- 
est depression.  A  Plan  is  submitted  herewith  to  the  consideration 
of  the  security  holders,  which,  it  is  believed,  fully  carries  this  pur- 
pose into  efiect,  and  at  the  same  time  secures  to  First  Mortgage 
Bondholders  the  payment  of  the  matured  and  maturing  interest 
until  it  shall  become  practicable  to  carry  out  the  reorganization. 
Should  this  end,  contrary  to  expectation,  not  be  attained,  the  bonds 
which  holders  are  requested  to  deposit  without  delay  will  be  returned 
without  expense. 

Prompt  action  on  the  part  of  bondholders  in  uniting  being  im- 
perative, the  time  during  which  deposits  can  be  made  has  been  lim- 
ited to  December  31st,  1895,  after  which  date  no  bonds  will  be 
admitted,  unless  otherwise  determined,  except  upon  the  payment  of 
a  penalty  of  five  per  cent. 

Stockholders  must  likewise  deposit  their  share-certificates,  prop- 
erly endorsed,  prior  to  December  31st,  1895,  but  will  not  be  required 
to  pay  any  part  of  the  assessment  of  $15  a  share  until  the  same  is 
called  for  hereafter  by  the  Committee  after  the  Plan  shall  have  been 
declared  operative.  Upon  stock  deposited  after  December  31st, 
1896,  the  assessment  will  be  at  the  rate  of  $20  a  share,  unless 
otherwise  determined,  $5  of  which  shall  be  payable  at  the  time  of 
deposit,  as  a  penalty. 

In  case  the  reorganization  is  abandoned,  without  having  been  de- 
clared operative,  holders  of  receipts  will  receive  back  the  shares  to 
which  they  are  entitled,  without  expense  to  them,  on  surrender  of 
their  receipts,  properly  endorsed,  at  the  Depositaries  which  issued 
them. 


Deposits  may  be  made  at  any  of  the  Depositaries  on  and  after 
November  1,  1895,  from  which  date  matured  coupons  on  First 
Mortgage  Bonds  will  be  cashed  as  provided  in  the  Plan. 

The  Committee  may  at  any  time  after  December  31,  1895,  alter 
the  penalties  above  specii&ed  or  decline  to  receive  further  deposits 
of  bonds  or  stock. 

The  Mercantile  Trust  Company  of  New  York  has  been  designated 
as  the  Central  Depositary  both  for  the  bonds  and  the  stock  (with 
auxiliary  Depositaries  as  set  forth  in  the  Plan),  and  will  issue  en- 
graved Certificates  of  Deposit,  for  the  listing  of  which  application 
will  be  made  to  the  New  York  Stock  Exchange  at  the  proper  time. 
Temporary  receipts  will  be  issued  in  exchange  for  securities  depos- 
ited until  the  engraved  Certificates  shall  be  ready. 

Protective  Committees  already  organized  in  the  interests  of  the 
holders  of  either  of  the  classes  of  bonds  embraced  in  the  Plan  are 
invited  to  confer  and  co-operate  with  this  Committee  in  respect  to 
such  interests. 


New  York,  October  15, 1895. 


Louis  Fitzgerald, 
Jacob  H.  Schiff, 
T.  Jefferson  Coolidge,  Jr., 
Chauncey  M.  Depew, 
Marvin  Hughitt, 
Oliver  Ames,  2nd, 

Committee. 


RKORGANI^ATTION 


OP  THE 


UNION  PACIFIC  RAILWAY  COMPANY. 


STATEMENT. 


Mileage : 

The  main  lines  of  the  Union  Pacific  Eailway  Company  are  as 
follows : 
Union  Division — Council  Bluffs  to  a  point 

5  miles  west  of  Ogden 1,048.01  miles 

Kansas  Division — Kansas  City  to  Denver _      643.55      " 

Leavenworth  Branch — Lawrence  to  Leavenworth-.        31.93      " 
Cheyenne  Division — Denver  to  Cheyenne 104.10      " 

Total  main  line  mileage 1,827.59      " 

Lands  : 

The  outstanding  land  and  town  lot  contracts  on  December  31st 
1894,  were  as  follows  : 

Union  Division $2,727,480  27 

Kansas  Pacific  and  Denver  Pacific  Divisions 3,435,271  28 

Total  ....- $6,162,751  55 


It  is  believed  that  a  considerable  amount  of  these  contracts,  will 
as  a  result  of  the  recent  industrial  depression,  be  cancelled,  in  which 
event  the  figures  in  the  following  table  should  be  correspondingly 
increased. 

The  acreage  and  estimated  value  of  unsold  Land  Grant  lands, 
excluding  those  under  contract,  on  December  31st,  1894,  were  as 
follows : 


Division. 

Acres. 

Estimated  Value. 

Union -_     _       _   _ 

3,345,000 
3,179,000 

$3,157,000 

Kansas  Pacific  and  Denver  Pacific. 

10,201,500 

Total _ 

6,524,000 

$13,358,500 

Funded  Debt  (Oct.  1,  1895)  : 

Union  Division  : 
Union  Pacific  First  Mortgage  6s. $27,229,000,  due  Jan.  1,  1896-1899 

Land  Grant  7s 7,000,  "  AprH  1,  1889 

Sinking  Fund  8s.     3,730,000,  "  Sept.  1,  1899 
"             Omaha  Bridge  8s__      608,000,  "  April  1,  1896 
"              Omaha  Bridge  Re- 
newal 5s 1,056,000,  "  Oct.  1,  1915 

Collateral  Trust  6s  3,626,000,  "  July  1,  1908 

Collateral  Trust  5s  4,677,000,  "  Dec.  1,  1907 

Collateral  Trust  4^s  2,030,000,  "  Nov.  1,  1918 
Equipment  Trust 

5s 1,149,000,  "  1896  to  1900 

Collateral     Trust 

Notes  6s 8,610,000,  "  Aug.  1,  1894 


n3  o 

«      QD  Us 

'^  9 


^ 


$52,622,000 


Kansas  Pacific  and  Cheyenne  Divisions  and  Leavenworth 
Branch. 

Eastern  Division  6s $2,240,000,  due  Aug.  1 

Middle  Division  6s _ 4,063,000,   "  June  1 

Denver  Extension  6s 6,887,000,   "  May  1 

Kansas  Pacific  Consolidated  6s 11,724,000,   "  May  1 

Kansas  Pacific  Income  7s 263,700,"  July  1 

"      subordinated  7s  4,011,650,   "  July  1 

Kansas  Division  and  Collateral  5s 5,000,000,   "  May  1 

Denver  Pacific  First  Mortgage  7s 975,000,   "  May  1 

Leavenworth  Branch  First  Mtge.  7s --  600,000,   "  Jan.  1 


1895 
1896 
1899 
1919 
1916 
1916 
1921 
1899 
1896 


$34,764,350 


♦Indebtedness  to  the  Government: 

For  principal _ _$33,539,512,  due  Nov.  1,  1895 

to  Jan.  1,  1899 
For   interest   (approximately,   after 
deducting  estimated  value  of   the 
Sinking  Fund) 19,500,000 

$53,039,512 
Total  Funded  Debt $140,425,862 

Capital  Stock : 

The  capital  stock  of  The  Union  Pacific  Kailway  Com- 
pany outstanding  is -_$60,868,500 


*  Note.  The  lien  of  the  Government  for  the  security  of  this  debt  is  a  second  lien 
subordinate  to  the  lien  of  the  First  Mortgage  bonds  on  the  Union  Division,  and  of 
the  Eastern  and  Middle  Division  bonds  on  394  miles  of  the  Kansas  Division.  The 
proportions  of  the  Principal  of  the  debt  ($33,539,512)  applicable  to  the  Union  and 
Kansas  Divisions,  respectively,  are  as  follows  : 

Union  Division  debt  to  the  Government $37,236,513 

Kansas  Division    "        '♦  "  6,303,000 


8 

Fixed  Charges. 

The  interest  on  the  debt  to  the  United  States  (Principal  $33,- 
539,512)  has  been  an  accumulating  obligation,  diminished  only  by 
application  of  withheld  compensation  for  Government  service  and  by 
Sinking  Fund  receipts.  The  accumulated  interest,  now  aggregat- 
ing, after  all  deductions,  more  than  $19,000,000,  will  mature,  it  is 
claimed,  with  the  maturity  of  the  principal  of  the  debt  which  now 
impends. 

In  the  following  table,  which  states  the  fixed  charges  of  the 
Union  Pacific  Railway  Company  (proper)  for  each  of  the  five  years 
from  1890  to  1894,  inclusive,  the  following  liabilities  are  not  in- 
cluded : 

1.  The  excess  of  interest  on  the  debt  to  the  Government  over  the 

percentage  of  net  earnings  applicable  to  it  under  the  Thur- 
man  and  other  Acts.* 

2.  Interest  on  bonds  held  in  main  line  mortgage  Trusts  under 

conversion  provisions. 

3.  The  obligations  under  guaranties,  determined  by  the  deficit 
in  the  operations  of  auxiliary  lines  to  meet  interest  or  provide 
the  traffic  receipts  guaranteed  by  the  Union  Pacific  Railway 
Company. 

Fixed  charges  or  deductions  from  net  earnings : 


Interest 
on  bonds. 

Sinking 
Funds. 

Government 
requirements. 

Total 
charges. 

1890 
1891 
1892 
1893 
1894 

$4,613,097  85 
4,782,230  29 
6.371,587  40 
4,902,594  03 
4,767,613  8L 

$705,458  75 
708,332  50 
705,172  50 
666,182  50 
677,685  00 

$1,041,153  43 
1,278,488  82 
1,338,044  37 
1,203,303  73 
1,249,061  46 

$6,359,710  03 
6,769,051  61 
7,414,804  27 
6,772,080  26 
6,694,360  27 

Average  charges  as  above  for  five  years $6,802,001.28 


*  Note.  The  annual  interest  charge  accumulating  on  this  debt  is  $2,013,370.73 
less  the  deductions  above  explained. 


Earnings ; 

The  following  table  shows  the  gross  and  net  earnings  resulting 
from  the  operation  of  the  Union  Pacific  Main  Lines  (exclusive  of 
the  Company's  income  from  other  sources)  for  each  of  the  10  years 
from  1885  to  1894,  inclusive. 


Year. 

Gross  Earnings. 

Net  Earnings,  Taxes 
Deducted. 

1885 

$17,455,031  51 

$8,404,676  31 

1886 

17,806,132  59 

7,522,707  02 

1887 

19,546,088  62 

9,111,886  85 

1888 

19,898,816  93 

8,119,468  16 

1889 

19,775,555  84 

8,286,679  63 

1890 

20,438,208  36 

7,274,759  06 

1891 

19,687,738  48 

7,846,451  70 

1892 

20,361,401  66 

8,550,268  22 

1893 

17,376,792  11 

6,204,716  81 

1894 

14,739,436  76 

4,315,077  25 

Average  net  earnings  for  ten  years $7,563,669  10 


General  Considerations  : 

1.  The  mortgage  debt  for  which  provision  is  made  in  the  follow- 
ing Plan  for  Eeorganization  is  exclusive  of  main-line  bonds  held  in 
Trusts  or  Sinking  Funds  under  Mortgages  included  in  the  proposed 
reorganization — the  issues  being  reduced,  to  that  extent,  for  reorgan- 
ization purposes. 

The  bonds  thus  available  under  new  plan  without  the  necessity 
for  provision  in  new  securities,  are  as  follows  : 

Omaha  Bridge  Eenewal  5%  Bonds  (held  by  the  Keceivers)    $322,000 
Eastern  Division  bonds  (held  in  Denver  Extension  Sink- 
ing Fund) $304,000 

Middle  Division  bonds  (held  in  Denver  Extension  Sinking 

Fund) _ _ ..._      385,000 


10 

Denver  Extension  bonds  (held  in  Denver  Extension  Sink- 
ing Fund) - 1,781,000 

Kansas  Pacific  Consols,  (held  in  Kansas  Pacific  Further 

Security  Trust  and  by  the  Keceivers) 120,000 

Kansas  Pacific  Income  7s,  unsubordinated  (held  in  Kansas 

Pacific  Consolidated  Mortgage  Trust) 252,300 

Kansas  Pacific  Income  7s,  subordinated  (held  in  Kansas 

Pacific  Consolidated  Mortgage  Trust) 3,988,550 

Denver  Pacific  First  Mortgage  7s  (held  in  Kansas  Pacific 

Consolidated  Mortgage  Trust) 971,000 

Leavenworth  Branch  First  Mortgage  7s  (held  in  Kansas 

Pacific  Consolidated  Mortgage  Trust) 585,000 

2.  Nor  does  the  reorganization  include  provision  for  the  Col- 
lateral Trust  obligations  of  The  Union  Pacific  Eailway  Company. 
The  securities  embraced  in  these  Trusts  are  largely  those  of  companies 
which  have  already,  by  orders  of  court  made  in  the  original  general 
receivership  cause  or  in  independent  foreclosure  proceedings,  lost 
in  part  or  in  whole  their  character  as  portions  of  what  has  been  dis- 
tinctively known  as  the  Union  Pacific  System.  Independent  reor- 
ganizations of  many  of  these  properties  are  pending.  The  purposes 
which  brought  into  existence  guaranties  of  the  obligations  of  many 
of  these  auxiliary  companies  have  been  accomplished  by  construction 
and  otherwise,  and  considerations  will  not  exist  under  reorganization 
for  continued  relations  with  these  properties  upon  the  basis  of  an 
assumption  of  any  of  their  fixed  charges.  Geographical  conditions 
and  considerations  of  mutual  advantage  point  to  a  continued  operation 
of  such  of  these  auxiliary  properties  as  have  had  a  demonstrated 
value,  in  harmony  with  that  of  the  reorganized  Company,  and  relief 
from  the  burden  of  these  guaranties  will,  it  is  believed,  be  an  ad- 
vantage obtained  without  detriment  to  the  earning  capacity  of  the 
property. 

3.  The  total  charges  for  the  prosperous  year  of  1892  (including 
interest  on  fixed  bonds,  mortgage  sinking  funds,  Government  deduc- 


11 

tions  and  requirements,  and  other  charges  made  up  in  large  part  of 
guaranty  obligations),  aggregated  the  sum  of  $7,881,475.44 ;  or  a 
sum  greater  by  $881,475.44  than  an  amount  necessary  to  pay  the 
annual  interest  on  the  maximum  Mortgage  Debt  and  full  dividend 
on  the  maximum  issue  of  Preferred  Stock  contemplated  in  the  fol- 
lowing plan  of  reorganization  : 

The  maximum  interest  and  dividend  requirements  under  the 
Plan  applied  to  the  average  annual  net  earnings  of  the  past  10  years 
shows  these  results  : 

NET  EARNINGS. 

Average  Net  Earnings  of  Union  Pacific  Kailway  (proper) 

for  10  years,  1885  to  1894,  inclusive $7,563,669 


INTEREST    AND    DIVIDENDS. 

Annual  Interest  on  the  maximum  issue  of  $100,000,000 

Four  Per  Cent.  Bonds  under  following  plan _ _  _     $4,000,000 

Annual  Four  Per  Cent.  Dividend  on  the  maximum  issue 

of  $75,000,000  Preferred  Stock 3.000,000 

Interest  and  Dividends  on  Preferred  Stock.  _     $7,000,000 
Average  Surplus  over  Interest  and  Full  Dividends  on 

Preferred  Stock _ 563,669 

NOTE :  2 he  lowest  net  earnings  realized  by  the  Union  Pacific 
Raihoay  were  those  of  the  year  189 J/,,  when  they  were  %Ji,,315ft77£5,  or 
%3 15,077.^5  in  excess  of  interest  on  the  ma/ximum  amount  of  bonds  as 
jproposed  in  the  following  Plan. 


12 


^ 


PLAN 


It  is  proposed,  through  such  foreclosure  proceedings  as  the 
Committee  shall  cause  to  be  instituted  or  shall  adopt,  or  through 
such  other  means  as  the  Committee  shall  determine,  that  a  new 
company  shall  succeed  to  (or  that  the  present  company  reorganized 
upon  the  basis  of  indebtedness  fixed  in  this  plan  shall  retain)  the 
main  lines  and  lands  covered  by  the  mortgages  included  in  the  plan. 

The  New  Company  shall  issue  the  following 

New  Securities  : 

First  Mortgage  Railway  and  Laud  Grant  Fifty 

Year  Four  Percent.  Gold  Bonds $100,000,000 

Four  per  cent,  preferred  stock 75,000,000 

Common  Stock .__ 61,000,000 

New  Bonds: 

The  new  bonds  shall  be  dated  January  1,  1897,  and  shall  bear 
interest  from  that  date  payable  on  the  first  days  of  each  January 
and  July  thereafter  until  maturity.  They  shall  be  secured  by  a  First 
Mortgage  lien  upon  all  the  main  line  mileage  of  The  Union  Pacific 
Railway  Company,  upon  the  equipment  acquired  by  the  new  com- 
pany and  upon  the  unsold  lands  and  the  land  contracts  embraced 
in  the  trusts  of  the  Union  Pacific  Land  Grant  and  Sinking  Fund 
Mortgages,  the  Denver  Extension  First  Mortgage,  the  Kansas  Pacific 
Consolidated  First  Mortgage  and  the  Denver  Pacific  First  Mortgage, 
and  upon  such  branch  lines  of  railway  as  the  Committee  shall  avail 
of  through  the  ownership  of  branch  line  bonds  in  the  trust  of  the 
Kansas  Pacific  Consolidated  First  Mortgage. 

New  Pbeferred  Stock: 

The  new  preferred  stock  shall  be  entitled  to  Four  per  cent,  non- 
cumulative  dividends,  payable  out  of  the  net  or  surplus  earnings  of 
the  Reorganized  Company  before  the  payment  of  any  dividend  on 
the  Common  Stock. 

The  following  will  be  the 


13 

BISTRIBUTION  OF  "STEW  COMPANY'S 
SECURITIES. 


For  Union  Division  Debt : 

1.  Union  Pacific  First  Mortgage 

6'8 

*2.  Land  Grant  7'8 

3.  Sinking  FundS's 

4.  Omaha  Bridge  8's 

5.  "  "     Renewals,  5'3... 

For  Kansas  Division  Debt : 

1.  Eastern  Division  6's 

2.  Middle         '•        6's 

3.  Denver  Extension  First  6's. ... 

4.  Consolid.  First  Mge.  6's 

t    "             '*       Defaulted  In- 
terest  

5.  Income  7's  (unsubordinated)... 

6.  "        "   (subordinated) 

7.  Leavenworth  Branch  7's 

8.  Denver  Pacific  First  7's 

9.  Kansas  Division  and  Collateral 
Mortgage  5'8 

Assessment  on  Common 
Stock 

In  Fxchange  for  Common 
Stock  of  Union  Pacific 
Railway  Company  on 
Wliich  Assessment  is  Paid 
Under  the  Plan 

For  Compensation  to  Reor- 
granization  Syndicate  and 
Bankers 


For 


Total  Defined  Issues  for  Re- 
org^anization  Purposes 


Reserved  to  Dispose  of 
Equipment  Obligations 
and  for  Reorganization 
and  Corporate  Uses 

Balance  Reserved  for  Settle- 
ment of  the  Debt  to  the 
United  States  and  for  Ex- 
traordinary Requirements 


New  4%  50- 

Year  Gold 

Bonds. 


0/ 


100 


100 
100 
100 


100 

100 

100 

80 


Amount. 


$27,229,000 


3,780,000 
508,000 
734,000 


1,936,000 
3,678,000 
4,106,000 
9,283,200 


8,880 
16,440 
12,000 

3,200 


$51,244,720 


$13,000,000 


35,755,280 


New  Preferred 
Stock. 


At 


50 


50 
50 
50 
50 

25 
50 
50 
50 
50 

60 

100 


Amount. 


$13,614,500 

1,865,000 
254,000 
183,500 


968,000 
1,839,000 
2,053,000 
5,803,000 

2,901,000 

5,550 

10,275 

7,500 

2,000 

2,500,000 

9,130,275 


6,000,000 


$47,135,600 


$7,000,000 


20,864,400 


New  Common 
Stock. 


V 
xb 


Amount. 


$60,868,500 


$60,868,500 


$131,500 


*  The  Union  Trust  Company  of  New  York.  Trustee  under  the  Land  Grant 
Mortgage,  has  funds  in  hand  with  which  to  pay  the  $7,000  outstanding  bonds. 

t  Should  a  greater  or  less  amount  of  interest  than  that  here  estimated  be  in 
default  on  these  bonds  at  the  date  from  which  the  new  bonds  bear  interest,  the 
provision  in  Preferred  Stock  will  be  varied  accordingly  so  as  to  equal  in  amount 
such  defaulted  interest.  Interest  received  by  the  Committee  on  deposited  bonds 
of  this  class  will  be  accounted  for  to  the  holders  of  corresponding  Certificates  of 
Deposit. 


14 


Cash  Provisions  for  First  Mortgage  Bonds. 

Through  arrangements  made  with  the  Syndicate  hereafter  men- 
tioned, the  following  cash  provisions  are  made  in  respect  to  de- 
faulted and  future  interest  on  present  outstanding  First  Mortgage 
bonds  of  the  Union  Pacific  and  Kansas  Pacific  Kailway  Companies, 
as  shown  in  detail  below. 

First.  The  coupons  now  in  default  upon  present  First  Mortgage 
bonds  are  to  be  purchased  in  cash  for  account  of  the  Syndicate  at 
the  time  of  the  deposit  with  the  Committee  of  the  bonds  to  which 
they  pertain. 

Second.  Coupons  maturing  on  deposited  First  Mortgage  bonds 
in  the  interval  between  the  deposit  thereof  under  the  plan  and  the 
date  from  which  bonds  of  the  new  company  are  to  bear  interest 
(January  1st,  1897),  are  to  be  purchased  by  the  Syndicate  from  the 
Committee,  which  in  turn  shall  apply  the  amounts  so  received,  at 
the  respective  due  dates  of  the  coupons,  to  the  payment  of  corre- 
sponding installments  on  its  outstanding  certificates  applicable  to 
such  deposited  bonds. 

Third.  At  the  time  of  the  issue  of  the  new  Four  Per  Cent, 
bonds  the  difference  between  the  interest  at  their  rate  and  at 
the  rate  of  the  present  First  Mortgage  bonds  {i.  e.,  the  rate 
difference  of  2%)  shall  be  adjusted  in  cash  covering  the  periods 
between  January  1st,  1897,  and  the  respective  dates  of  the 
maturity  of  the  present  bonds.  The  proportion  of  the  current 
semi-annual  interest  installments  which  shall  have  accrued  on 
January  ]  st,  1897,  on  such  of  said  bonds  as  do  not  bear  January 
coupons  shall  be  likewise  provided  for  in  cash  at  the  time  of  the 
delivery  of  the  new  bonds. 

The  BONDS  to  which  the  foregoing  cash  provisions  apply 
and  the  extent  of  the  CASH  REQUIREMENTS  to  meet  these 
provisions,  are  thus  shown : 


15 

Union  Pacific  First  6s: 

(Due  in  installments  January  1, 1896,  to  January  1, 

1899,  inclusive.) 
Defaulted  coupons  of  January  1  and  July  1,  1895_._$1,633,74:0 
Interest  maturing,  during  pendency  of  plan,  to  and 

including  January  1,  1897 2,450,610 

Adjustment  of  interest  as  between  rates  of  old  and 

new  bonds — 2  per  cent,  per  annum,  from  Jan.  1, 

1897,  to  maturity  of  old  bonds  : 

On  $1,920,000  bonds,  due  July  1, 1897 $19,200 

On  $5,999,000  bonds,  due  January  1, 1898 119,980 

On  $8,837,000  bonds,  due  July  1,  1898 265,110 

On  $2,400,000  bonds,  due  January  1,  1899.. _     96,000 

500,290 

Kansas  Pacific,  Eastern  Division,  First  6*s : 

(Matured  August  1st,  1895.) 

Defaulted  coupons  of   August,  1894,  and  February 

and  August,  1895 201,600 

Interest  maturing  during  pendency  of  plan  to  Jan- 
uary 1st,  1897 , _      190,400 

Kansas  Pacific,  Middle  Division,  First  6^s: 

(Due  June  1st,  1896.) 

Defaulted  coupons  of  June    Ist  and  December  1st, 

1894,  and  June  1st,  1895 365,670 

Interest  maturing  during  pendency  of  plan  to  Janu- 
ary Ist,  1897 _      385,985 

Kansas  Pacific,  Denver  Extension,  First  6's  : 

(Due  May  1st,  1899.) 

Defaulted  coupons  of  May   1st  and  November  1st, 

1894,  and  May  1st  and  November  1st,  1895 _  _      706,440 

Interest  maturing  during  pendency  of  plan  to  Janu- 
ary 1st,  1897 412,090 


16 

Adjustment  of  interest  as  between  rates  of  old  and 
new  bonds — two  per  cent,  from  January  1st,  1897, 
to  maturity  of  old  bonds _ 274,727 


$7,121,552 

In  all  cases  where  the  foregoing  provisions  apply  to  semi-annual 
interest  installments  not  represented  by  coupons  because  of  the  prior 
maturity  of  the  principal  of  the  bonds,  the  Syndicate  will  take  as- 
signments of  such  interest  installments  from  holders  presenting  their 
bonds  for  deposit,  or  from  the  Committee"as  to  such  bonds  as  shall 
have  been  deposited,  and  will  hold  and  treat  such  assignments  in 
the  manner  hereinafter  provided  with  respect  to  coupons  taken  up 
by  the  Syndicate. 

Assessment. 

The  common  stock  of  the  present  Company  will  be  assessed  at 
the  rate  of  $15  per  share. 

Shareholders  paying  the  assessment  of  $15  per  share  will  receive 
the  amount  of  the  assessment  (viz.,  $15  per  share)  in  new  preferred 
stock  at  par,  and  will  also  receive  par  of  their  present  common  stock 
in  common  stock  of  the  new  company. 

Shareholders  who  do  not  pay  their  assessments  as  called  will 
forfeit  their  rights.  The  stock  assessment  will  be  underwritten  be- 
fore the  plan  is  declared  operative. 

The  proceeds  of  the  assessment  shall  be  applicable  to  the  cash 
requirements  of  this  plan  as  herein  provided,  and  to  such  require- 
ments as  shall  be  fixed  and  determined  by  the  Committee,  including 
such  expenses  and  charges  as  it  shall  make  or  incur  in  the  premises, 
and  suitable  compensation  to  the  members  of  the  Committee. 

The  amount  of  this  assessment  shall  be  payable  at  such  times 
and  in  such  installments  as  the  Committee  shall  determine  after  the 
plan  has  been  declared  operative,  but  not  more  than  $5  per  share 
shall  be  called  in  any  consecutive  thirty  days. 


17 


Reorganization  Syndicate. 

A  Reorganization  syndicate  has  been  organized  under  the  man- 
agement of  Messrs.,  Kuhn,  Loeb  &  Company,  Bankers,  to  furnish 
the  sum  of  Ten  million  dollars  for  the  following  purposes : 

1.  To  purchase  all  the  interest  coupons  on  First  Mort- 
gage bonds  now  in  default. 

2.  To  purchase  as  they  shall  mature  hereafter  the  interest 
coupons  on  First  Mortgage  bonds  and,  also  the  semi-annual 
assignments  of  interest  accruing  on  bonds  already  matured 
during  the  pendency  of  the  Plan  and  until  it  shall  become 
operative. 

3.  To  purchase,  if  it  shall  be  found  advisable  for  the  pro- 
motion of  the  reorganization,  any  outstanding  First  Mort- 
gage bonds  and  Omaha  Bridge  bonds,  and  to  deposit  the 
same  under  this  plan ;  and,  if  it  shall  be  found  advisable, 
to  purchase  all  or  any  defaulted  or  future  maturing  coupons 
or  interest  assignments  on  Omaha  Bridge  bonds. 

Coupons  and  interest  assignments  purchased  for  account  of  the 
Syndicate  shall  be  deposited  in  The  Mercantile  Trust  Company  of 
New  York,  which  shall  issue  its  certificates  for  the  same  to  the  Syn- 
dicate, or  such  other  course  shall  be  taken  in  respect  thereto  as 
shall  be  determined  by  the  Committee  and  the  Bankers  to  effect- 
ively and  conveniently  carry  out  this  feature  of  the  plan,  and  as  will 
secure  to  the  Syndicate  all  rights  of  the  bondholders  in  and  to  the 
coupons  and  interest  claims  so  purchased  and  in  and  to  the  lien  and 
right  of  enforcement  of  the  lien  thereof. 

Such  steps  shall  be  taken  in  respect  to  all  purchased  coupons 
and  interest  assignments  as  will  secure  a  valid  claim  for  cumulative 
interest  in  favor  of  the  Reorganization  Syndicate. 

The  right  is  reserved  on  behalf  of  the  Committee,  with  the  as- 
sent of  the  Bankers,  to  call  for  an  increase  of  the  amount  required 
to  be  advanced  by  the  Syndicate  to  Fifteen  million  dollars. 


18 

The  Syndicate  is  to  advance  a  sum  not  exceeding  $100,000  for 
expenses  repayable  with  six  per  cent,  interest  after  the  plan  shall 
have  been  declared  operative. 

All  advances  made  by  the  Syndicate  shall  be  re -payable  to  it  in 
gold. 

Six  Million  Dollars  of  preferred  stock  are  to  be  turned  over  as 
compensation  to  the  Syndicate,  of  which  the  Bankers  are  to  retain 
One  Million  as  their  own  compensation. 

Limitations  of  Time. 

FoK  Declaeing  Plan  Operative  : 

The  time  for  declaring  this  plan  operative  is  to  be  limited  to  De- 
cember 31st,  1896,  with  the  right  on  the  part  of  the  Committee  to 
extend  the  time  for  six  months — namely,  to  June  30th,  1897. 
Notice  that  the  plan  is  operative  shall  be  given  by  publication 
through  each  of  the  Depositaries  hereinafter  mentioned. 

For  Deposit  of  Securities  : 

The  time  for  the  deposit  of  bonds  receivable  under  this  plan  and 
of  the  shares  of  stock  of  the  present  company  is  limited  to  December 
31st,  1895,  after  which  date  no  bonds  will  be  admitted  except  upon 
the  payment  of  a  penalty  of  five  per  cent.  Upon  shares  of  stock  de- 
posited after  the  time  above  limited  (December  31st,  1895),  the  as- 
sessment will  be  at  the  rate  of  $20  a  share.  After  the  expiration  of 
the  Kmit  of  time  the  penalty  of  $5  a  share  will  be  payable  at  the 
time  of  deposit,  and  will  not  be  refunded. 

Deposits  may  be  made  on  and  after  November  1st,  1895.  The 
Committee  reserves  the  right  at  any  time  to  alter  the  penalties  above 
-specified  or  decHne  to  receive  further  deposits  of  bonds  or  stock. 

Should  it  in  the  opinion  of  the  Committee  appear  desirable  to 
make  any  substantial  alterations  in  the  foregoing  plan,  it  shall  make 
publication  of  such  proposed  alterations  for  at  least  twenty  days, 
during  which  time  the  security  holders,  not  approving  of  the  pro- 
posed alterations,  shall  be  permitted  to  surrender  their  certificates 
of  deposit  and  withdraw  their  securities,  upon   refunding  with  six 


19 

per  cent,  interest  the  amounts  advanced  in  purchase  of  the  coupons 
and  interest  assignments  on  their  respective  bonds. 

Seourities  receivable  on  deposit  under  this  Plan. 

The  following  secubities  will  be  received  under  this  plan  at 
either  of  the  Depositaries  hereinafter  mentioned : 

BONDS. 

1.  Union  Pacific  Railuoad  Company's  First  Mortgage  Bonds. 

2.  Union  Pacific  Railroad  Company's"  Sinking  Fund  Mortgage 
Bonds. 

3.  Union    Pacific    Railroad    Company's    Omaha    Bridge    8% 
Mortgage  Bonds. 

4.  Union  Pacific  Railway  Company's  Omaha  Bridge  Renewal 
Bonds. 

6.  The  Union  Pacific  Railway  Company  Kansas  Division  and 
Collateral  Mortgage  bonds. 

6.  (Kansas   Pacific)  Union   Pacific,  Eastern   Division,  First 
Mortgage  bonds. 

7.  (Kansas  Pacific)    Union    Pacific,  Middle  Division,   First 
Mortgage  bonds. 

8.  Kansas  Pacific  Railway  Denver  Extension  First  Mortgage 
Bonds. 

9.  Kansas  Pacific  Railway  Consolidated  First  Mortgage  Bonds. 

10.  Kansas  Pacific  Railway  Income  Bonds. 

11.  Leavenworth  Branch  Bonds. 

12.  Denver  Pacific  Railway  and  Telegraph  First  Mortgage 
Bonds. 

Also : 

STOCK. 

13.  The  Certificates  of  Stock  of  the  present  Company. 


20 


Depositaries. 

THE  MERCANTILE  TRUST  CO.  OF  NEW  YORK. 
OLD  COLONY  TRUST  CO.,  of  Boston. 
BANK  OF  MONTREAL,  of  London. 
AMSTERDAMSCHE  BANK,  of  Amsterdam. 
DEUTSCHE  VEREINSBANK,  of  Frankfort-on-Main. 

Bonds  and  shares  may  be  deposited  by  the  holders  thereof  in 
either  of  the  above-named  Depositaries  who  shall  issue  their  own 
negotiable  certificates.  After  the  plan  has  become  operative,  the 
Committee  may  order  the  transmission  of  securities  deposited  in 
any  one  of  the  Depositaries  into  the  keeping  of  The  Mercantile 
Trust  Co.  of  New  York,  who  shall  constitute  the  central  Deposi- 
tary, and  who  shall,  thereupon,  issue  its  own  engraved  certificates 
for  the  previously  issued  certificates  of  the  branch  or  auxiliary  De- 
positaries. 

Until  the  plan  shall  have  been  declared  operative,  depositors  of 
bonds  in  either  of  the  Depositaries  may  apply  to  have  their  bonds 
transferred  to  any  other  Depositary,  upon  payment  of  the  expense 
thereof,  and  shall  be  entitled  to  the  certificates  of  the  last  Deposi- 
tary upon  the  surrender  of  the  certificates  previously  issued  to  such 
depositors. 

Holders  of  securities  who  shall  have  deposited  the  same  in  any 
one  of  the  foreign  auxiliary  Depositaries  shall,  where  such  securities 
have  had  the  foreign  Government  stamp  attached,  be  entitled  to 
receive  the  new  securites  likewise  with  the  foreign  Government 
stamp. 

For  further  particulars  and  powers  of  the   Committee  Depositors 
are  referred  to  the  agreement  of  which  this  plan  is  a  part. 


21 


AGREEMKNTT. 


AN  AGKEEMENT  made  this  15th  day  of  October,  1895,  be- 
tween Louis  Fitzgerald,  Jacob  H.  Schiff,  T.  Jeflferson  Coolidge, 
Jr.,  Chauncey  M.  Depew,  Marvin  Hughitt,  and  Oliver  Ames,  2d, 
parties  of  the  first  part,  and  herein  called  the  "  Committee,"  and 
holders  of  such  bonds  and  stock  of  The  Union  Pacific  Railway  Com- 
pany as  shall,  conformably  with  the  provisions  of  the  annexed  Plan 
and  of  this  Agreement,  be  deposited  as  in  said  Plan  and  herein  pro- 
vided, parties  of  the  second  part,  and  herein  called  "  Depositors." 

Whereas,  the  parties  of  the  first  part  have  been  and  hereby 
are  constituted  a  Committee  for  the  reorganization  of  the  affairs  of 
The  Union  Pacific  Railway  Company  proper,  inclusive  of  its  Kansas 
Pacific  lines,  and  have  formulated  the  annexed  Plan  for  such 
reorganization  : 

NOW  THIS  AGREEMENT  WITNESSETH : 

That  each  and  every  person  or  party  who  shall  have  deposited 
with  either  of  the  Depositaries  hereunder  as  hereinafter  provided 
any  bonds  of  the  Union  Pacific  Railway  Company  receivable  under 


22 

tbis  Agreement,  or  any  stock  of  said  Company,  hereby  promises  and 
agrees  to  and  with  the  Committee  and  every  other  party  hereto,  and 
they  and  the  Committee  respectively  promise  and  agree  as  follows : 

First.  Printed  copies  of  this  Agreement,  certified  by  a  majority 
of  the  Committee  and  lodged  respectively  with  the  Depositaries,^ 
shall  be  held  and  taken  as  the  original  Agreement.  The  said  Plan 
is,  and  shall  be,  taken  to  be  a  part  of  this  Agreement,  with  the  same 
effect  as  though  each  and  every  provisien  thereof  had  been  embodied 
herein,  and  said  Plan  and  this  Agreement  shall  be  read  as  parts  of 
one  and  the  same  instrument,  but  it  is  understood,  however,  that  no 
estimate,  statement,  explanation  or  suggestion  in  said  Plan,  or  in  the 
statement  which  precedes  the  same,  or  in  this  Agreement,  or  in  any 
circular  issued  or  to  be  issued  by  the  Committee,  is  intended  to  or 
shall  operate  as  a  representation  or  warranty  or  as  a  condition  of 
the  deposit  of  securities  hereunder,  and  no  error  or  defect  therein 
shall  operate  to  release  any  depositing  security  holder,  except  with 
the  consent  of  the  Committee. 

Depositors  of  securities  shall  receive  receipts  or  certificates  of 
deposit  in  form  to  be  approved  by  the  Committee,  specifying  the 
eecurities  deposited  and  assessments,  if  any,  paid  thereon,  and  all 
rights  of  the  depositors  in  respect  of  such  deposits  shall  be  such 
only  as  are  evidenced  by  such  receipts  or  certificates ;  and  there- 
after the  holder  of  any  such  receipt  or  certificate,  or  of  any  receipt 
or  certificate  issued  in  lieu  thereof  or  in  exchange  therefor,  shall  be 
subject  to  this  agreement  and  entitled  to  have  and  exercise  the 
rights  of  the  original  depositor  under  the  receipt  or  certificate  issued 
to  him  in  respect  of  the  securities  therein  mentioned. 

The  respective  receipts  or  certificates  of  deposit,  and  the  interest 
represented  thereby,  and  all  rights  of  the  holders  in  respect  of  the  de- 
posited securities  and  assessments  paid  thereon,  shall  be  transferable 
only  subject  to  the  terms  and  conditions  of  this  agreement  and  in  such 
manner  as  the  Committee  shall  approve,  and  upon  such  transfer  the 
transferees  and  holders  of  such  receipts  or  certificates  of  deposit 


23 

shall  for  all  purposes  be  substituted  in  place  of  the  prior  holders, 
subject  to  this  agreement.  All  such  transferees,  as  well  as  the 
original  holders  of  receipts  or  certificates  of  deposit,  shall 
be  embraced  under  the  term  "  Depositors,"  whenever  used  herein. 
Each  receipt  or  certificate  of  deposit  may  be  treated  by  the  Com- 
mittee and  by  the  Depositaries  as  a  negotiable  instrument,  and  the 
holder  for  the  time  being  may  be  deemed  to  be  the  absolute  owner 
thereof  and  of  all  rights  of  the  original  depositor  of  the  bond  or 
stock  and  assessments  in  respect  of  which  the  same  was  issued,  and 
neither  the  Depositaries  nor  the  Committee  shall  be  affected  by  any 
notice  to  the  contrary.  By  accepting  any  such  receipt  or  certificate, 
every  recipient  or  holder  thereof  shall  thereby  become  party  to  this 
agreement  with  the  same  force  and  effect  as  though  an  actual  sub- 
scriber hereto  under  seal. 

Depositors  must  in  all  cases  deposit  with  the  certificates  for 
their  stock,  or  with  their  bonds  or  other  securities,  such  transfers, 
assignments  and  powers  of  attorney  as  may  be  required  by  the 
Committee,  in  order  to  vest  in  said  Committee  or  to  enable  it  to 
transfer  the  complete  and  absolute  title  to  such  stock,  bonds  or 
other  securities,  and  to  coupons  or  interest  installments  on  deposited 
bonds ;  and  the  depositors  respectively  agree  at  any  time  on  demand 
of  the  Committee  to  execute  any  and  all  transfers,  assignments  or 
writings  necessary  for  vesting  complete  ownership  of  the  bonds, 
stocks  or  other  securities  deposited  hereunder  in  said  Committee  or 
in  its  nominees,  or  for  the  purpose  of  enabling  said  Committee  to 
carry  out  said  plan  of  reorganization. 

The  Committee  shall  have  power  to  fix  or  limit  the  time  within 
which  all  or  any  class  of  security  holders  may  deposit  their  securities 
and  become  parties  to  this  agreement  as  herein  provided,  and  may, 
in  its  discretion,  and  on  such  terms  and  conditions  as  it  may  see  fit, 
either  generally  or  in  special  instances  extend  or  renew  the  time  so 
fixed  or  limited. 

Holders  of  securities  not  deposited  in  the  manner  herein  pro- 
vided within  the  times  so  fixed,  limited,  extended  or  renewed  wiU 
not  be  entitled  to  deposit  the  same  or  become  parties  to  this  agree- 


24 

ment  or  share  in  the  benefits  thereof  and  shall  acquire  no  rights 
thereunder,  except  by  express  consent  of  the  Committee  and  on  such 
terms  and  conditions  as  the  Committee  may  prescribe.  Depositors 
of  stock  who  shall  fail  to  pay  their  assessments,  or  any  installments 
thereof,  within  such  time  as  shall  be  fixed  or  limited  shall  cease  to 
be  entitled  to  any  benefit  hereunder,  or  in  the  securities  deposited 
or  assessments  paid,  and  shall  absolutely  forfeit,  without  right  of  re- 
demption, their  stock,  together  with  any  part  of  the  assessments 
paid  thereon,  and  the  Committee  may  sell  the  same,  or  the  new 
securities  which  may  be  issued  in  respect  thereof,  to  any  purchaser 
paying  such  amount  as  the  Committee  may  determine,  and  the  pro- 
ceeds thereof  may  be  used  for  any  of  the  requirements  of  carrying 
out  said  plan,  and  as  a  reserve  for  the  uses  of  the  new  company. 
The  Committee  may,  however,  in  its  discretion,  on  such  terms  as  it 
shall  see  fit,  waive  by  resolution  any  such  forfeiture  or  failure  to  pay 
the  assessment  within  the  times  allowed. 


Second.  The  Depositors  hereunder  hereby  request  the  Committee 
to  endeavor  to  carry  into  practical  operation  this  agreement,  includ- 
ing the  foregoing  plan  of  reorganization,  in  its  entirely  or  in  part, 
to  such  extent  and  in  such  manner  and  with  such  additions,  excep- 
tions and  modifications  as  the  Committee  shall  deem  to  be  for  the 
best  interests  of  the  depositors.  Each  and  every  Depositor,  for 
himself  and  not  for  any  other  Depositor,  does  hereby  sell,  assign, 
transfer  and  set  over  to  the  said  parties  of  the  first  part  as  joint 
tenants,  and  not  as  tenants  in  common,  and  to  the  survivor  and  sur- 
vivors of  them  and  to  their  successors,  as  a  Committee,  each  and 
every  bond,  share  of  stock,  security  or  obligation  or  evidence 
thereof  deposited  hereunder,  and  every  Depositor  hereby  agrees 
that  the  Committee  shall  be,  and  hereby  is,  vested  with  all  the 
power  and  authority  of  owners  of  the  stock,  bonds,  securities  and 
obKgations  deposited  hereunder,  with  full  right  to  transfer  the  same 
into  its  own  name,  as  a  Committee,  or  into  the  name  of  any  other 
person  or  persons  whom  the  Committee  may  select ;  to  vote  thereon 


26 

at  any  meeting  of  stockholders  or  bondholders  or  creditors  ;  to  use 
every  such  stock,  bond,  security  or  obligation  as  fully  and  to  the 
same  extent  as  the  owner  or  holder  thereof,  including  power  to 
declare  due  the  principal  of  any  bond  or  other  obligation 
deposited  hereunder,  and  to  revoke  any  such  declaration  whenever 
made;  to  call  or  attend,  and  either  in  person  or  by  proxy  to 
vote  at,  any  and  all  meetings  of  stockholders  or  bondholders  or 
creditors  of  any  corporation,  however  convened ;  to  terminate  or  to 
seek  to  dissolve  or  modify  any  trust  or  lease,  in  whole  or  in  part ;  to 
apply  for  the  determination  of  the  validity  thereof,  or  for  the  re- 
moval of  any  trustees  or  the  substitution  of  other  trustees,  or  to  take 
any  other  steps  in  respect  of  any  trust  or  lease  or  under  any  pro- 
vision thereof ;  to  purchase  at  such  prices  as  it  shall  see  fit,  or  to 
pay,  compromise  or  settle  with  the  holders  of  any  coupons,  notes  or 
other  obligations  of  the  Union  Pacific  Railway  Company,  or  of  any 
or  either  of  the  original  Companies  consolidated  therein,  or  of  aux- 
iliary Companies  heretofore  related  thereto,  or  any  Receivers'  cer- 
tificates or  obligations  issued  or  which  may  be  issued  or  incurred 
by  the  Receivers  thereof,  and  to  apply  for  that  purpose  any  moneys 
received  from  the  assessments  on  the  stock,  or  which  may  otherwise 
be  received  or  raised  by  the  Committee  ;  to  sell  and  transfer  and  to 
effectively  assign  any  and  all  coupons  on  deposited  bonds,  and  any 
rights,  claims  or  demands  for  accrued  or  future  interest  on  such 
bonds ;  to  give  all  bonds  of  indemnity  or  other  bonds,  and  to  charge 
therewith  the  securities  deposited  hereunder  or  any  part 
thereof,  if  the  Committee  shall  so  deem  necessary  or 
expedient  in  carrying  out  the  purposes  hereof;  to  institute 
or  cause  to  be  instituted  or  to  become  parties  to  any  legal  proceed- 
ings which  could  be  instituted  by  any  Depositor  or  any  corporation, 
or  any  officer  of  any  corporation  whose  stock  or  bonds  or  other 
obligations  (or  any  part  thereof)  are  deposited  hereunder,  and  to 
participate  in,  adopt  or  extend  its  aid  and  co-operation  in  and  to 
any  and  all  legal  proceedings  now  existing ;  to  apply  for  receivers, 
or  the  removal  of  receivers  and  the  substitution  of  other  receivers, 
or  for  the  termination  of  any  receivership  and  the  delivery  of  any 


26 

property  to  its  owners;  to  enter  into  settlement  of  any  litigation 
now  or  at  any  time  existing  or  threatened,  in  whole  or  in  part,  with 
plenary  power  to  enter  into  arrangements  for  decrees,  or  for  facili- 
tating or  hastening  the  course  of  litigation,  or  in  any  way  to  pro- 
mote the  objects  of  the  Plan  and  the  purposes  of  the  Committee ; 
to  do  whatever,  in  the  judgment  of  the  Committee,  may  be  necessary 
to  promote  or  to  procure  such  joint  or  separate  sales  of  any  prop- 
erty or  franchises  herein  concerned,  as  the  Committee  may  deem 
desirable,  wherever  the  same  may  be  situated ;  to  adjourn  the 
sale  of  any  property  or  franchises,  or  of  any  portion  or  lot 
thereof  at  discretion ;  to  bid,  or  to  refrain  from  bidding,  at  any 
sale,  either  public  or  private,  either  in  separate  lots  or  as  a  whole, 
for  any  property  or  franchise  or  any  part  thereof,  whether  or  not 
owned,  controlled  or  covered  by  any  deposited  security,  including  or 
excluding  any  particular  rolling  stock,  or  other  property,  real  or 
personal,  and  at,  before,  or  after,  any  such  sale,  to  arrange  and  agree 
for  the  resale  of  any  portion  of  the  property  which  the  Committee 
may  decide  to  sell  rather  than  to  retain ;  to  hold  any  property  or 
franchises  purchased  by  the  Committee  either  in  its  name  or  in  the 
name  of  persons  or  corporations  by  it  chosen  for  the  purposes  of 
this  agreement,  and  to  apply  any  security  deposited  hereunder  in 
satisfaction  of  any  bid  or  towards  obtaining  funds  for  the  satisfac- 
tion thereof ;  it  being  understood  that  the  term  property  and  fran- 
chises includes  any  and  all  railroads,  railroad  and  other  transporta- 
tion lines,  leaseholds,  stock  or  other  interests  in  corporations,  in 
which  the  Union  Pacific  Railway  Company  has  any  interest  of  any 
kind  whatever,  direct  or  indirect.  The  amount  to  be  bid  or  paid  by 
the  Committee  for  any  property  or  franchises  shall  be  absolutely 
discretionary  with  it ;  and,  in  case  of  the  sale  to  others  of  any  prop- 
erty or  franchise,  the  Committee  may  receive  out  of  the  proceeds  of 
such  sale  or  otherwise  any  dividend  in  any  form  accruing  on  any 
securities  held  by  it. 

The  enumeration  of  specific  powers  hereby  conferred  shall  not 
be  construed  to  limit  or  to  restrict  general  powers  herein  conferred 
or  intended  so  to  be ;  and  it  is  hereby  distinctly  declared  that  it  is 


27 

intended  to  confer  on  the  Committee,  and  each  depositor  hereunder 
hereby  confers  on  the  Committee,  in  respect  of  all  securities  de- 
posited or  to  be  deposited,  and  in  all  other  respects,  any  and  all 
powers  necessary  or  expedient,  or  which  the  Committee  may  deem 
necessary  or  expedient  in  or  towards  carrying  out  or  promoting  the 
purposes  of  this  agreement  in  any  respect,  even  though  any  such 
power  be  apparently  of  a  character  not  now  contemplated  ;  and  the 
Committee  may  exercise  any  and  every  such  power  as  fully  and 
effectively  as  if  the  same  were  herein  distinctly  specified,  and  as 
often  as,  for  any  cause  or  reason,  it  may  deem  expedient.  And  it  is 
further  understood  and  agreed  that  the  methods  to  be  adopted  for 
or  towards  carrying  out  this  agreement  shall  be  entirely  discretion- 
ary with  the  Committee. 


Third.  Any  moneys  paid  under  or  with  reference  to  said  plan  or 
this  agreement  shall  be  paid  over  by  the  Depositaries  to  the  Com- 
mittee, and  shall  be  applicable  for  any  of  the  purposes  of  the  plan 
and  agreement  as  may  be  most  convenient,  and  as  may  from  time  to 
time  be  determined  by  the  Committee,  whose  determination  as  to 
the  propriety  and  purposes  of  any  such  application  shall  be  final, 
and  nothing  in  said  plan  shall  be  understood  as  limiting  or  requiring 
the  application  of  specific  moneys  to  specific  purposes.  No  liability 
in  respect  or  in  favor  of  any  bonds,  stocks,  obligations,  securities  or 
debts  not  called  for  and  accepted  on  deposit  hereunder,  nor  in  favor 
of  any  lease  or  contract,  is  assumed  hereunder,  or  by  or 
for  any  new  company  (notwithstanding  any  mention  thereof, 
or  estimate  in  respect  thereto,  or  reservation  of  securities  to  provide 
therefore,  in  said  plan),  nor  is  any  trust  in  their  favor  created 
or  impressed  upon  any  deposit  or  payment  hereunder,  or  upon  any 
securities  to  be  issued  under  the  plan.  Any  obligation  in  the  nature 
of  floating  debt  or  otherwise  against  the  Union  Pacific  Railway  Com- 
pany or  any  property  embraced  in  the  plan,  either  as  proposed  or 
as  carried  out,  or  any  securities  held  as  collateral  for  any  such  obli- 
gation, may  be  acquired  or  extinguished  or  held   by  the   Committee 


28 

at  sucn  times,  in  such  maimer  and  upon  such  terms  as  it  may  deem 
proper  for  the  purposes  of  reorganization,  but  nothing  contained  in 
the  plan  or  in  this  agreement  is  intended  to  constitute,  nor  shall  it 
constitute,  any  liability  or  trust  in  favor  or  in  respect  of  any  such 
obligation. 

The  Committ  ee  shall  have  absolute  and  complete  discretion  and 
latitude  in  the  use,  disposition  or  distribution  of  all  securities  of  the 
new  Company  which  are  specified  in  the  plan  as  reserved  for  purposes 
therein  stated  and  which  are  in  excess  of  the  securities  there 
embraced  in  the  defined  issues  for  reorganization  purposes  ;  and  it 
may  use,  dispose  of,  distribute  or  apportion  any  of  such  reserved 
securities  of  the  new  Company  in  any  manner  and  upon  any  terms 
which  it  may  deem  expedient  or  advisable  to  promote  or  accomplish 
the  substantial  objects  and  purposes  of  the  plan  and  of  this  agreement. 
In  case  of  any  claim,  lien  or  obligation  not  herein  fully  provided 
for,  and  afi'ecting  the  Union  Pacific  Eailway  Company,  or  any  prop- 
erty or  franchises  thereof,  the  Committee  may  from  time  to  time 
make  such  compromise  in  respect  thereto  or  provision  therefor  as  it 
may  deem  suitable,  using  therefor  any  securities  not  expressly  re- 
quired for  settlement  with  Depositors ;  but  the  total  amount  of  new 
securities  to  be  created,  as  set  forth  in  the  plan,  shall  not  be  in- 
creased. 


Fourth.  The  Committee  may  from  time  to  time  make  contracts 
or  arrangements  with  any  other  Committee,  person,  syndicate,  or 
corporation,  for  the  purpose  of  carrying  this  agreement,  or  any  of 
the  provisions  or  purposes  thereof,  into  effect.  The  Committee  may 
employ  counsel,  agents  and  all  necessary  assistance,  and  may  incur 
and  discharge  any  and  all  expenses  by  the  Committee  deemed 
reasonable  for  the  purposes  of  this  agreement.  Its  selection  of  the 
Depositaries  named  in  the  plan,  and  any  selections  which  may  be  here- 
after made  by  it  of  further  or  substituted  Depositaries,  are  hereby 
authorized,  ratified  and  confirmed.  The  Committee  may  prescribe  the 
form  of  all  securities  and  of  all  instruments  at  any  time  to  be  issued 


29 

or  entered  into  under  this  agreement.  It  may  create  and  provide 
for  all  necessary  trusts,  and  may  nominate  and  appoint  trustees 
thereunder.  It  may,  at  public  or  private  sale,  or  otherwise,  dispose 
of  any  securites  of  the  new  company  left  in  its  hands  because  of  any 
failure  to  make  deposits  hereunder.  In  so  disposing  of  any  such 
new  securities  thus  left  in  its  hands  the  Committee  may  use  the 
same  or  the  proceeds  thereof  for  the  purpose  of  carrying  out  the 
reorganization  in  such  manner  as  it  may  deem  expedient  and 
advisable. 


Fifth.  The  Committee  may  procure  the  organization  of  one  or 
more  new  companies,  or  may  adopt  or  use  any  existing  or  future 
companies,  and  may  cause  to  be  made  such  consolidations,  leases, 
sales  or  other  arrangements,  and  may  make,  or  cause  to  be  made, 
such  conveyances  or  transfers  of  any  properties  or  securities  ac- 
quired by  the  Committee  and  take  such  other  steps  as  the  Committee 
may  deem  proper  for  the  purpose  of  creating  the  new  securities  pro- 
vided for  in  the  plan  and  carrying  out  all  or  any  of  the  provisions 
thereof. 

The  Committee  may  negotiate  and  agree  with  any  and  all  com- 
panies or  persons  for  obtaining  or  granting  running  powers,  terminal 
facilities,  exchanges  of  property,  or  any  other  conveniences  which  it 
may  deem  necessary  or  desirable  to  obtain  or  to  grant,  and  may 
make  contracts  therefor  binding  upon  such  new  company  ;  and 
generally  may  authorize,  ratify  and  make  such  purchases,  contracts, 
stipulations  or  arrangements  as  will  in  its  opinion  operate  directly 
or  indirectly  to  aid  in  the  preservation,  improvement,  development 
or  protection  of  any  property  of  the  Union  Pacific  Kailway  Com- 
pany, or  to  prevent  or  avoid  opposition  to,  or  interference  with,  the 
successful  execution  hereof. 

The  Committee  may  proceed  under  this  agreement,  or  any  part 
thereof,  with  or  without  foreclosure,  and  may  exercise  any  power 
after  foreclosure  sale. 

Any  action  contemplated  in  the  plan   or  agreement   to  be  per- 


30 

formed  on  or  after  completion  of  reorganization  may  be  taken  by 
the  Committee  at  any  time  when  it  shall  deem  the  reorganization 
advanced  suflSciently  to  justify  such  course,  and  the  Committee 
may  defer,  as  it  may  deem  necessary,  the  performance  of  any  pro- 
vision of  the  plan  or  agreement,  or  may  refer  such  performance  to 
the  new  Company. 


SrxTH.  The  bonds  deposited  under  this  agreement,  and  all  Re- 
ceivers' certificates,  coupons  and  claims  purchased  or  otherwise 
acquired  under  this  agreement,  shall  remain  in  full  force  and  effect 
for  all  purposes,  and  shall  not  be  deemed  satisfied,  released  or  dis- 
charged by  the  delivery  to  the  depositors  of  new  securities  in  respect 
of  their  deposits,  and  no  legal  right  or  lien  shall  be  deemed  released 
or  waived,  but  said  bonds  and  other  claims,  and  any  deficiency  judg- 
ment obtained  in  respect  of  any  of  said  deposited  bonds,  and  any 
judgment  upon  any  of  such  claims,  and  all  liens  and  equities,  shall 
remain  unimpaired,  and  may  be  enforced  by  the  Committee  or  by 
the  new  Company  or  other  assigns  of  the  Committee  until  paid  or 
satisfied  in  full  or  expressly  released.  Neither  the  Committee  nor 
any  bondholders  or  creditors  of  the  Union  Pacific  Eailway  Com- 
pany, by  executing  this  agreement  or  by  becoming  parties  thereto, 
release,  surrender  or  waive  any  lien,  right  or  claim  in  favor  of  any 
stockholders  or  other  parties  interested  in  such  Company,  and  all  such 
liens,  rights  or  claims  shall  vest  unimpaired  in  the  Committee,  and  in 
the  new  Company,  as  its  assigns  ;  and  any  purchase  or  purchases  by 
or  on  behalf  of  the  Committee,  or  the  new  Company,  under  any  de- 
cree for  the  enforcement  of  any  such  lien,  right  or  claim  shall  vest 
the  property  purchased  in  the  Committee  or  the  new  Company,  free 
from  all  interest  or  claim  on  the  part  of  such  stockholders  or  other 
parties. 

Seventh.  The  Committee  may  construe  this  agreement  (including 
the  plan  of  reorganization),  and  its  construction  thereof  or  action 
thereunder  in  good  faith  shall  be  final  and  conclusive. 


81 

The  Committee  may  supply  any  omission  or  correct  any  error  in 
the  plan  or  in  this  agreement,  and  may  modify  or  depart  from  any 
provisions  thereof  which  it  shall  unanimously  deem  not  to  be  sub- 
stantial. In  case,  however,  in  the  opinion  of  the  Committee,  any 
substantial  change  or  alteration  of  the  plan  or  of  this  agreement 
shall  be  necessary,  such  amendment  shall  be  made  only  in  the  fol- 
lowing manner  : 

A  copy  of  the  proposed  change  or  alteration  shall  be  lodged  with 
each  of  the  Depositaries  under  this  agreement,  and  a  notice  thereof 
shall  be  advertised  in  the  manner  specified  in  Article  Tenth  hereof. 
Thereupon  any  holders  of  receipts  or  certificates  of  deposit  who  do 
not  assent  to  such  alteration  may,  at  any  time  before  a  date  specified 
in  such  advertisement,  which  date  shall  be  at  least  twenty  days  after 
the  first  publication  of  such  advertisement,  withdraw  the  securities 
represented  by  their  receipts  or  certificates  of  deposit  upon  sur- 
rendering their  said  receipts  or  certificates  of  deposit  to  the  proper 
Depositaries. 

Any  interest  paid  or  advanced  in  purchase  of  coupons  or  other- 
wise to  holders  of  receipts  or  certificates  in  respect  of  deposited  bonds 
represented  thereby,  or  in  respect  of  the  new  bonds  to  be  issued  in  ex- 
change therefor  under  the  plan,  must,  in  such  case,  also  be  repaid 
with  interest  by  the  holders  of  such  certificates  of  deposit  before  the 
deposited  bonds  represented  by  such  certificates  shall  be  surren- 
dered in  exchange  therefor.  Any  assessments  paid  on  deposited 
stock  so  withdrawn  or  the  proceeds  of  the  use  thereof,  shall  be  re- 
turned to  the  holders  of  certificates  of  deposit  representing  such 
deposited  stock,  less  a  pro  rata  share  of  the  expenses  and  other 
expenditures  and  compensation  of  the  Committee  incurred  up  to  the 
date  of  such  withdrawal,  which  pro  rata  share  shall  be  such  as  the 
Committee  shall  estimate  to  be  properly  applicable  to  the  stock  so 
withdrawn.  All  holders  of  certificates  of  deposit  who  shall  not  exer- 
cise this  right  to  withdraw  their  securities  within  said  time  shall  be 
deemed  to  have  assented  to  and  adopted  such  change  or  alteration 
and  shall   be  bound   thereby,  and   the  Committee  shall  be   fully 


82 

authorized  to  carry  the  same  into  effect  with  all  the  powers  provided 
in  this  agreement. 

Wherever  the  plan  or  this  agreement  is  referred  to  in  the  plan 
or  in  this  agreement,  it  shall  be  deemed  to  include  any  change  or 
alteration  thereof  so  adopted. 

The  plan  may  be  abandoned  by  the  Committee  at  any  time  not- 
withstanding it  may  have  previously  declared  the  same  to  be  opera- 
tive. 

The  Committee  may  at  any  time  abandon  such  portions  and  feat- 
ures of  the  Reorganization  as  relate  to  any  of  the  lines,  or  parts  of 
lines,  embraced  in  said  plan,  which  lines  or  parts  of  lines,  by  reason 
of  failure  of  holders  to  deposit  securities  affecting  the  same,  or  for 
any  reason  satisfactory  to  the  Committee,  it  may  deem  expedient  to 
omit  from  the  Eeorganization ;  and  in  such  event  the  Committee 
shall,  upon  the  surrender  of  the  corresponding  certificates  of  deposit 
and  reimbursement  of  advances  in  respect  to  the  bonds  represented 
thereby,  as  above  provided  in  case  of  withdrawals,  return  to  the 
holders  the  deposited  bonds  secured  upon  the  lines,  or  portions  of 
lines,  thus  omitted,  and  the  securities  apportioned  in  the  plan  to  the 
bonds  thus  returned  shall  not  be  issued. 

In  case  the  Committee  shall  finally  abandon  the  entire 
plan,  after  having  once  declared  it  operative,  the  stock, 
bonds  and  securities  deposited  hereunder,  or  their  proceeds, 
or  any  stock,  bonds,  securities,  or  claims  representative  thereof, 
then  under  the  control  of  the  Committee,  shall  be  delivered  to  the 
several  Depositors  in  amounts  representing  their  respective  interests 
upon  surrender  of  their  respective  receipts  or  certificates.  In  such 
case  the  assessment  moneys  paid  by  the  depositing  stockholders,  or 
any  coupons,  notes.  Receivers'  certificates,  or  other  claims  or 
property  acquired  therewith,  or  the  proceeds  thereof  when  received, 
shall  be  distributed  or  equitably  adjusted  among  the  respective 
holders  of  the  receipts  or  certificates  of  deposit  for  stock  in  pro- 
portion to  the  amount  of  the  assessment  moneys  paid  thereon 
respectively. 


33 

Eighth.  The  action  of  a  majority  of  the  members  of  the  Com- 
mittee, expressed  from  time  to  time,  either  at  a  meeting  or  in  writing 
with  or  without  meeting,  shall  for  all  purposes  constitute  the  action 
of  the  Committee,  and  have  the  same  effect  as  if  assented  to  by  all. 
It  may  adopt  its  own  rules  of  procedure.  Any  vacancy  in  the  Com- 
mittee may  be  tilled  by  appointment  in  writing  by  the  remaining 
members  or  a  majority  of  them,  and  the  Committee  may  by  action 
of  a  majority  of  its  members  add  to  its  number.  All  title,  rights  and 
powers  vested  in  the  Committee  hereunder  shall,  from  time  to  time, 
vest  in  the  members  of  the  Committee  for  the  time  being,  without 
any  further  appointment,  transfer  or  assignment  whatsoever.  In 
case  of  absence,  any  member  may  vote  by  any  other  member  as  his 
proxy. 

Any  member  of  the  Committee  may  at  any  time  resign  by  giving 
notice  in  writing  to  a  majority  of  the  remaining  members,  and  the 
Committee  may  give  full  release  and  discharge  to  any  such  member, 
or  to  the  personal  representative  of  any  deceased  member.  The 
Committee  may  act  through  sub-committees  or  agents,  and  may 
delegate  any  authority,  as  well  as  discretion,  to  any  such  sub-com- 
mittee or  agent.  The  Committee,  or  the  Depositaries,  or  any  present 
or  future  member  of  either,  may  be  member  of  the  Committee  or  of 
the  Depositaries,  and  all  or  any  of  them  may  be  or  become  pecuni- 
arily interested  in  any  contracts,  property  or  matters  which  this 
agreement  concerns,  including  any  syndicate  agreement,  whether  or 
not  mentioned  in  the  plan.  Any  direction  given  by  the  Committee 
shall  be  full  and  suflScient  authority  for  any  action  of  the  Deposi- 
taries or  any  Trust  Company  or  other  custodian,  or  for  any  sub- 
committee or  agent. 

Ninth.  The  Committee  undertakes  in  good  faith  to  endeavor  to 
carry  out  said  Plan  and  this  agreement,  but  the  members  of  the 
Committee  assume  no  personal  responsibility  for  the  execution 
thereof.  No  member  of  said  Committee  shall  be  liable  in  any  case 
for  the  acts  of  the  other  members  or  of  any  other  Committees  or  of 
any  Depositary,  nor  for  the  acts  of  their  agents,  sub-committees  or 


84 

employees;  nor  shall  they  be  personally  liable  for  any  error  of 
judgment  or  mistake  of  law,  but  each  shall  be  liable  only  for  his 
willful  misfeasance.  No  Depositary  shall  be  liable  for  the  acts  of 
the  Committee  or  of  any  other  Depositary  hereunder,  or  of  any 
agents  of  the  Committee  or  of  any  Depositary. 

The  members  of  the  Committee  shall  be  entitled  to  receive 
reasonable  compensation  for  their  services,  and  such  compensation, 
with  the  reasonable  expenses  of  said  Committee,  shall  be  paid  as 
part  of  the  expenses  of  reorganization,  the  amounts  of  such  com- 
pensation and  expenses  being  first  approved  of  by  at  least  four 
members  of  the  Committee.  The  accounts  of  the  Committee  shall 
be  filed  with  the  Board  of  Directors  of  the  new  Company,  and, 
when  audited  by  said  Board  of  Directors,  shall  be  binding  and 
conclusive  on  all  parties,  and  the  Committee  shall  be  thereby  dis- 
charged, turning  over  to  the  new  Company  any  balance  in  the  hands 
of  the  Committee. 

The  acceptance  of  new  securities  by  any  Depositor  shall  estop 
such  Depositor  from  questioning  the  conformity  of  such  securities, 
as  to  character  or  otherwise,  with  any  provision  of  said  plan,  and  the 
acceptance  of  new  securities  by  a  majority  in  amount  of  any  class 
of  depositors  shall  so  estop  all  Depositors  of  such  class. 


Tenth.  All  calls  for  the  deposit  of  bonds  and  stocks,  for  the  pay- 
ment of  assessments  or  for  the  surrender  of  certificates,  all  notices 
fixing  or  limiting  the  time  for  the  deposit  of  securities  or  the  pay- 
ment of  assessments,  and  all  other  calls  or  notices  hereunder,  shall, 
except  when  otherwise  provided,  be  inserted  in  two  or  more  daily 
papers  of  general  circulation  published  in  the  City  of  New  York,  and 
in  one  or  more  daily  papers  of  general  circulation  published  in  the 
cities  of  London,  Boston,  Amsterdam  and  Frankfort,  respectively, 
twice  in  each  week  for  two  successive  weeks.  Any  call  or  notice 
whatsoever,  when  so  published  .by  the  Committee,  shall  be  taken 
and  considered  as  though  personally  served  on  all  parties  hereto  and 
upon  all  parties  becoming  bound  hereby,  as  of  the  respective  dates 


35 

of  insertion  thereof,  and  such  publication  shall  be  the  only  notice 
required  to  be  given  under  any  provision  of  this  agreement. 


Eleventh.  This  agreement  shall  bind  the  Committee  and  their 
successors  in  oflfice  appointed  in  accordance  herewith  and  the 
depositors  hereunder,  their  and  each  of  their  heirs,  executors,  admin- 
istrators, successors  and  assigns. 

Ittwttttjess  wUzXJ^ortf  the  members  of  the  Committee  have 
hereunto  signed  their  names,  and  all  other  parties  hereto  have  de- 
posited securities  as  above  set  forth. 


[8678] 


PM.  m.  21.  1908 


IVI115292 


HE;?79/ 


THE  UNIVERSITY  OF  CAUFORNIA  LIBRARY 


